Law firm ZAG-S&W represents U.S. and foreign businesses, as well as sources of equity capital and debt financing such as banks and other financial institutions, individual and institutional investors. The firm facilitates a full range of financing transactions, including: initial public offerings (IPOs), secondary public offerings, venture capital investments, leveraged buyouts, private placements of securities, strategic partnerships and joint ventures. It also regularly handles shelf registrations, periodic SEC filings, stock exchange listings and compliance solutions. “ZAG-S&W’s work for clients transcends distance, culture, and language,” said Oded Har-Even. “Our bilingual team members in Israel and the U.S. understand the dynamics of two very different markets and can deftly bridge cultural differences on business practices, regulatory, securities and other legal issues to achieve your business goals.”

Nano Dimension Ltd. Raises $12M in Public Offering of American Depositary Shares

1,850,000 American Depository Shares Priced at $6.50 Per ADS

NESS ZIONA, Israel, Sept. 27, 2016 /PRNewswire/ -- Nano Dimension Ltd., a leader in the field of 3D Printed Electronics (NASDAQ, TASE: NNDM), today announced the pricing of its public offering of 1,850,000 American Depository Shares (ADSs) at a price of $6.50 per ADS. In addition, Nano Dimension has granted the underwriters a 45-day over-allotment option to purchase up to 277,500 additional ADSs at the public offering price. All of the ADSs are being offered by the Company.

National Securities Corporation, a wholly owned subsidiary of National Holdings Corporation (NasdaqCM:NHLD) is acting as sole book running manager for the offering. Lake Street Capital Markets is acting as co-manager for the offering. The Chairman of the Board of the Company is participating in the offering.

The Company expects to receive gross proceeds from the offering, excluding the exercise of the over-allotment option, if any, of approximately $12 million, excluding underwriting discounts and commissions and other offering-related expenses. Assuming the full exercise of the over-allotment option, the gross proceeds may reach $13.8 million.

Nano Dimension intends to use the proceeds of this offering to fund sales and marketing activities of its printers, scaling up of its production facilities, production expenses relating to its printers and inks, research and development, potential licensing, as well as for general working capital and other corporate purposes.

The offering is expected to close on September 30, 2016, subject to customary closing conditions.

A registration statement on Form F-1 relating to these securities was filed with the U.S. Securities and Exchange Commission (SEC) and was declared effective on September 26, 2016. Copies of the prospectus relating to the offering, when available, may be obtained by request to the offices of National Securities Corporation, Attn: Kim Addarich, Managing Director, 410 Park Avenue, 14th Floor, New York, NY 10022, Email: Kaddarich@nhldcorp.com; or the offices of Lake Street Capital Markets, LLC, Attn: Equity Syndicate Department, 225 South 6th St, Ste 2050, Minneapolis, MN 55402, Telephone: (888) 330-4648, Email:Contact@lakestreetcm.com; or the on the SEC's website at http://www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted.

In addition to the trading of the company's American Depositary Shares on NASDAQ, the company's ordinary shares are also traded on the TASE in Israel. The Bank of New York Mellon serves as the depositary for Nano Dimension.

Forward-Looking Statements

This press release contains forward-looking statements about the Company's expectations, beliefs and intentions. Forward-looking statements can be identified by the use of forward-looking words such as "believe", "expect", "intend", "plan", "may", "should", "could", "might", "seek", "target", "will", "project", "forecast", "continue" or "anticipate" or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. For example, forward-looking statements are used in this press release when we discuss the expected timing of the closing of the offering and the use of proceeds. These forward-looking statements involve certain risks and uncertainties, including, among others, risks impacting the ability of the Company to complete any public offering of its securities because of general market conditions or other factors and risks that could cause the Company's results to differ materially from those expected by Company management or otherwise described in or implied by the statements in this press release. Any forward-looking statement in this press release speaks only as of the date of this press release. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws. More detailed information about the risks and uncertainties affecting the Company is contained under the heading "Risk Factors" in Nano Dimension Ltd.'s Registration Statement on Form F-1 filed with the SEC, which is available on the SEC's website, www.sec.gov.

A ZAG-S&W Team served as U.S. counsel to Medigus Ltd. (NASDAQ: MDGS) (TASE: MDGS), a medical device company developing minimally invasive endosurgical tools and a leader in direct visualization technology, in definitive securities purchase agreements with two institutional investors providing for the issuance of approximately 1.28 million American depositary shares (ADS) at a purchase price per ADS of $1.15 in a registered direct offering with gross proceeds of approximately $1.47 million.

The closing of the sale of the securities is expected to take place on or about September 13, 2016, subject to satisfaction of customary closing conditions.

Medigus intends to use the net proceeds from the offering for general corporate purposes.

The ADSs described above were offered pursuant to a shelf registration statement on Form F-3 (File No. 333-213280), which was declared effective by the United States Securities and Exchange Commission, or the SEC on August 31, 2016.

ZAG-S&W is the world's only true Israeli-American law firm committed to the success of Israeli and U.S. companies seeking to do business between each other's countries. Founded in 2001 through a unique joint venture of its founding firms, Zysman, Aharoni, Gayer & Co. (ZAG) and Sullivan & Worcester LLP (S&W), ZAG-S&W is a law firm partnership—one entity—not a referral relationship. Our innovative business model enables us to provide completely integrated, cost-efficient legal services, leveraging our experience on both sides of the Atlantic to help advance your objectives with maximum efficiency—whether it's forming a joint venture or listing your company on NASDAQ. But we do more than just provide legal services; we build business bridges for our clients, connecting them with the right players and the right resources to gain a competitive edge.

A ZAG-S&W Team represented Cellect Biotechnology Ltd. (NASDAQ:APOP) (NASDAQ:APOPW) (TASE:CLBD), a developer of innovative technology that enables the functional selection of stem cells, in its initial public offering in the United States of 1,292,308 American Depository Shares (ADSs) and warrants to purchase up to 969,231 ADSs.

The gross proceeds to Cellect from this offering are $8.4 million. Cellect’s ADSs and warrants began trading on the NASDAQ Capital Market on July 29, 2016, under the symbols “APOP” and “APOPW”, respectively.

Cellect plans to use the net proceeds from the offering to fund its ongoing development plan, including its Phase I/II single arm, open label clinical trial and for working capital and other general corporate purposes.

Rodman & Renshaw, a unit of H.C. Wainwright & Co., acted as the sole book runner and Joseph Gunnar & Co., LLC acted as co-manager for the offering.

ZAG-S&W is the world's only true Israeli-American law firm committed to the success of Israeli and U.S. companies seeking to do business between each other's countries. Founded in 2001 through a unique joint venture of its founding firms, Zysman, Aharoni, Gayer & Co. (ZAG) and Sullivan & Worcester LLP (S&W), ZAG-S&W is a law firm partnership—one entity—not a referral relationship. Our innovative business model enables us to provide completely integrated, cost-efficient legal services, leveraging our experience on both sides of the Atlantic to help advance your objectives with maximum efficiency—whether it's forming a joint venture or listing your company on NASDAQ. But we do more than just provide legal services; we build business bridges for our clients, connecting them with the right players and the right resources to gain a competitive edge.

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